MRL2601 May/Jun 2026 exam paper — questions

Every question, by topic

1. Question 1.1 · Shareholders and meetings · 10 marks

   The board of directors of Spudnik (Pty) Ltd intends to call a meeting of the company's shareholders in order to discuss the liquidation of the company. Advise the board on the requirements set out in the Companies Act 71 of 2008 that must be met when giving notice of such a shareholders' meeting.Show the full questionShow less

2. Question 1.2.1 · Shareholders and meetings · 7 marks

   Woodinn (Pty) Ltd has two shareholders, Tom and Sue, each holding 50% of the issued share capital, and the company's directors are Tom, Sue and Jack. The Memorandum of Incorporation states that Woodinn (Pty) Ltd's main business is furniture manufacturing, and further provides that Jack may conclude contracts on the company's behalf only up to a value of R500 000, needing prior board permission for anything above that amount. The company was registered in January 2024 and has not yet held an annual general meeting. Jack, without obtaining the required board permission, purchases a load of timber worth R2 million from Xander. Xander did not check what the Memorandum of Incorporation provided and had no suspicion that anything was irregular about the transaction. Drawing on the common law (where relevant) and the Companies Act 71 of 2008, determine whether Woodinn (Pty) Ltd is bound by this transaction.Show the full questionShow less

3. Question 1.2.2 · Shareholders and meetings · 3 marks

   Given that Woodinn (Pty) Ltd was registered in January 2024 and has not yet held an annual general meeting, and considering the common law (where relevant) together with the Companies Act 71 of 2008, determine whether the company is obliged to hold an annual general meeting.Show the full questionShow less

4. Question 2.1.1 · Directors: duties and liability · 12 marks

   Mickey serves as the managing director of Brazness (Pty) Ltd. At a board meeting that Mickey attended and at which he voted, the board of Brazness (Pty) Ltd passed a resolution under which Brazness (Pty) Ltd bought certain construction equipment from Engineering Masters CC for R80 million. When the resolution was adopted, the other directors of Brazness (Pty) Ltd knew that Mickey was a member of Engineering Masters CC. The board has since found that Mickey has been using confidential information, obtained because of his position as managing director, to further his own business interests, and that he has also been transferring funds from Brazness (Pty) Ltd's accounts into his personal bank accounts. Using the Companies Act 71 of 2008, relevant case law and these facts, answer the questions below. Advise the board of directors of Brazness (Pty) Ltd on whether Mickey has breached the fiduciary duties that he owes to the company.Show the full questionShow less

5. Question 2.1.2 · Directors: duties and liability · 8 marks

   Mickey serves as the managing director of Brazness (Pty) Ltd. At a board meeting that Mickey attended and at which he voted, the board of Brazness (Pty) Ltd passed a resolution under which Brazness (Pty) Ltd bought certain construction equipment from Engineering Masters CC for R80 million. When the resolution was adopted, the other directors of Brazness (Pty) Ltd knew that Mickey was a member of Engineering Masters CC. The board has since found that Mickey has been using confidential information, obtained because of his position as managing director, to further his own business interests, and that he has also been transferring funds from Brazness (Pty) Ltd's accounts into his personal bank accounts. Using the Companies Act 71 of 2008, relevant case law and these facts, answer the questions below. Advise the board of directors of Brazness (Pty) Ltd on whether there are grounds on which a delinquency order could successfully be obtained against Mickey.Show the full questionShow less